UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549


FORM 8-K

CURRENT REPORT

Pursuant to Section 13 Or 15(D) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 10, 2010


Transfer Technology International Corp.
 (Exact name of Registrant as specified in its charter)
____________________

Delaware
(State or other Jurisdiction of Incorporation or organization)
000-27131
(Commission File Number)
88-0381258
(IRS Employer I.D. No.)
___________________________
 
2240 Twelve Oaks Way, Suite 101-1
Wesley Chapel, Florida  33544
Tel:  (813) 388-6891
Fax:  (813) 428-5990
 (Address, including zip code, and telephone and facsimile numbers, including area code, of
registrant’s executive offices)
___________________________

N/A
(Former name and/or address if changed since last report)

 
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Item 3.02  Unregistered Sales of Equity Securities

The Company issued an aggregate of 50,000,000 Rule 144 restricted shares of common stock of the Company to a total of 16 persons and/or entities.  The shares were issued in exchange for the cancellation of debt at the stock’s par value with is $0.001 per share.  The Company also issued 10,000,000 to an investor in exchange for investment proceeds paid into the Company.  The 10,000,000 shares were sold at the stock’s par value.  The issuance of the shares was exempt from the registration requirements of Section 5 of the Securities Act of 1933 (the “Act”) pursuant to Section 4(2) of the Act since the shares were issued by the Company and did not involve any public offering.  These share recipients are closely related to and well known by the Company.     All shares issued are restricted shares pursuant to Rule 144 promulgated under the Act.

Item 8.01 Other Events

The Registrant hereby states that as of December 13, 2010, the Registrant has outstanding 111,910,376 shares of its common stock.
 
 
SIGNATURE PAGE

Pursuant to the requirement of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Transfer Technology International Corp.


Dated: December 13, 2010                                                      By: /s/ Chris Trina
       Chris Trina
       Chief Executive Officer

 
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